On February 22, 2013 (the "Closing Date"), Swingplane Ventures, Inc., a Nevada
corporation, closed a voluntary share exchange transaction pursuant to a Share
Exchange Agreement agreed to between the parties on February 15, 2013 (the
"Exchange Agreement") by and among the Company, Mid Americas Corp., a
corporation incorporated under the laws of the country of Belize ("Mid
Americas"), and the stockholders of Mid Americas Corp. (the "Selling
Stockholders").

In accordance with the terms of the Exchange Agreement, on the Closing Date, we
issued a total of 100,000,000 shares of common stock of the Company and
5,000,000 shares of preferred stock of the Company to the Selling Stockholders
in exchange for 100% of the issued and outstanding capital stock of Mid Americas
(the "Transaction"). As a result of the Transaction, the Selling Stockholders
acquired 42.5% of our issued and outstanding common stock and 100% of our issued
and outstanding preferred stock, Mid Americas became our wholly-owned
subsidiary, and we acquired the business and operations of Mid Americas. The
5,000,000 shares of preferred stock are convertible into common stock on the
basis of fifty shares of common for each one share of preferred. Further, the
shares of preferred stock have one hundred votes for each share of common stock
until converted. The Mid Americas stockholders currently hold voting rights
totaling 81.6% of the vote on any matters to be brought to a vote of Swingplane
stockholders, giving consideration to the voting rights of the shares of the
preferred stock.

Mid Americas is a natural resource exploration stage company. Mid Americas' sole
asset is an option agreement to acquire 75% of certain mining concessions in
Chile, known as the Robles and Angela tenures which comprise a total of 6,161
hectares. The Robles concessions have been granted exploitation status from the
Government of Chile and comprise a total of 930 hectares and the Angela
concessions which comprise a total of 5,231 hectares are granted exploration
status, with application made for exploitation status, to the Government of
Chile.

Prior to the Transaction, we were a public reporting "shell company," as defined
in Rule 12b-2 of the Securities Exchange Act of 1934, as amended and the rules
and regulations promulgated thereunder ("Exchange Act"). Accordingly, pursuant
to the requirements of Item 2.01(f) of Form 8-K, set forth below is the
information that would be required if the Registrant were filing a general form
for registration of securities on Form 10 under the Exchange Act, for the
Registrant's common stock, which is the only class of its securities subject to
the reporting requirements of Section 13 or Section 15(d) of the Exchange Act
upon consummation of the Transaction.

The following description of the terms and conditions of the Exchange Agreement
and the transactions contemplated thereunder that are material to the Registrant
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Exchange Agreement, Option Agreement, as amended and the
Assignment Agreement, copies of which are filed with this Current Report on Form
8-K/A and incorporated by reference into this Item 2.01.

From and after the Closing Date, our primary operations consist of the business
and operations of Mid Americas. In the Transaction, or reverse acquisition, the
Registrant is the accounting acquiree and Mid Americas is the accounting
acquirer. The financial statements subsequent to the date of the Transaction are
presented as a continuation of Mid Americas. Accordingly, we are presenting the
financial statements of Mid Americas as set forth in Exhibit 99.1 and certain
pro forma financial information as set forth in Exhibit 99.2 of this Current
Report on Form 8-K/A. Further, we disclose information about the business,
financial condition, and management of Mid Americas in this Current Report on
Form 8-K/A.

DESCRIPTION OF BUSINESS

Overview

Background

The Company was incorporated in the State of Nevada on June 24th, 2010. The
Company's initial principal business objective was to sell men's and women's
golf apparel. On March 29, 2012, the Company amended its Articles of
Incorporation to increase its authorized shares of common stock from 70,000,000
to 550,000,000. On May 11, 2012, the Company effected a forward split of 35:1 of
its issued and outstanding common stock. Both the foregoing amendment to the
. . .

Item 3.03 Material Modification to Rights of Security Holders

On February 8, 2013, the Company filed a Certificate of Designation with the
Secretary of State of the State of Nevada, in the form attached as Exhibit 4.1
to this Current Report on Form 8-K. The Certificate of Designation sets forth
the rights, preferences and privileges of a class of the Company's preferred
stock. Such class shall be designated as the "Series A Preferred Stock" and the
number of shares initially constituting such series shall be 5,000,0000
shares. The holders of Series A Preferred Stock will be entitled to a preference
over all of the shares of the Company's common stock. Holders of Series A
Preferred Stock shall have 100 votes per share of Series A Preferred Stock held
by them and shall be entitled to notice of any stockholders' meeting and to vote
as a single class upon any matter submitted to the stockholders for a vote. Each
share of Series A Preferred Stock is convertible into 50 shares of our common
stock at any time at the holder's option. Shares of Series A Preferred Stock
shall not be entitled to any dividends.

The foregoing is not a complete summary of the terms of the Certificate of
Designation and reference is made to the complete text of the Certificate of
Designation, a copy of which is filed as Exhibit 4.1 to our Current Report on
Form 8-K as filed with the SEC on February 25, 2013 and is incorporated herein
by reference.

Item 5.01 Changes in Control of Registrant

As more fully described in Item 2.01 above, incorporated herein by reference, on
February 22, 2013, we closed the Transaction. The Selling Stockholders own 100%
of the equity in Mid Americas.

Under the Agreement, on the Closing Date, we acquired all of the issued and
outstanding shares of Mid Americas through the issuance of an aggregate of
100,000,000 shares of common stock of the Company and 5,000,000 shares of
preferred stock of the Company to the Selling Shareholders. Immediately prior to
the Transaction, we had 135,000,000 shares of common stock and zero shares of
preferred stock issued and outstanding. As a result of the Transaction, the
Selling Stockholders own approximately 72% of our issued and outstanding common
stock on an as-converted basis, and Mid Americas became our wholly-owned
subsidiary. Additionally, the securities held by the Selling Stockholders
represent 81.6% of our voting securities.

Below is a list of Selling Stockholders including the shares held and the
percentage of voting control based after giving effect to the voting rights of
the shares of preferred stock held by each of the Selling Stockholders:

(1) These shares were issued to Gunter Stromberger, one of the Optionors on
closing pursuant to a verbal agreement to issue 10,000,000 shares to Mr.
Stromberger and therefore they are not included in the calculation of the
percentages detailed above.

On February 25, 2013, pursuant to the terms of the Share Exchange Agreement, Mr.
Michel Voyer resigned as President, Chief Executive Officer, Chief Financial
Officer Secretary, Treasurer of the Company.

Election of Directors and Appointment of Certain Officers:

On February 25, 2013, Mr. Carlos De La Torre was appointed as the Company's
President and Chief Executive Officer and as a director of the Company. Mr. De
La Torre will also fill the role of acting Chief Financial Officer and Secretary
until such time as those positions are filled. Mr. Lindorfer, the Company's
director based in Chile with substantive mining experience will remain on the
Board of Directors of the Company.

Carlos De La Torre- Age 47

Mr. De La Torre is a practicing attorney and has been a practicing attorney
since April 2005 when he received his law degree. Mr. De La Torre comes from a
family with a history of mineral exploration. He is fluent in both Spanish and
English.

Mr. De La Torre also holds a Bachelors Degree in Business Administration which
he received from the University of Texas - Pan American in 1987.

Mr. De La Torre is not a director or officer of any other reporting issuers.

Mr. De La Torre has no family relationships with any other executive officers or
directors of the Company or persons nominated or chosen by the Company to become
directors or executive officers. As more fully described in Item 2.01 above,
incorporated herein by reference, on February 22, 2013, we closed the
Transaction.

Under the Agreement, on the Closing Date, we acquired all of the issued and
outstanding shares of Mid Americas through the issuance of an aggregate of
100,000,000 shares of common stock of the Company and 5,000,000 shares of
preferred stock of the Company to the Selling Shareholders. Under the
Agreement, Mr. Torre was appointed the sole officer and a director of the
Company. Further under the Agreement, Mr. De la Torre, acquired 10,000,000
shares of common stock of the Company and Toucan Consulting Ltd., a company of
which Mr. De la Torre is the sole officer and director acquired 3,250,000 shares
of preferred stock, which are convertible into 162,500,000 shares of common
stock of the Company and which carry voting control of 100 shares of common for
each one share of preferred stock held, thus effecting a change in control of
the Company. Mr. De la Torre has the right to vote 69.1% of the common
stock after giving effect to the voting rights of the preferred stock held by
Toucan Tropical Consulting Ltd.

Further, Mr. De la Torre entered into a verbal management agreement with the
Company, whereby Mr. Torre received $10,000 per month as management fees, plus
any out of pocket expenses. On May 1, 2013, Mr. De la Torre agreed to amend his
management agreement to $2,500 per month and to enter into a formal agreement,
whereby he will receive $2,500 per month until the Company has funded the
project, at which time his consulting fee will be renegotiated.

Other than as disclosed herein, there is no material plan, contract or
arrangement (whether or not written) to which Mr. Torre is a party or in which
he participates that is entered into or material amendment in connection with
the Company's appointment of Mr. Torre or any grant or award to Mr. Torre or
modification thereto, under any such plan, contract or arrangement in connection
with the Company's appointment of Mr. Torre.

Item 5.06 Change in Shell Company Status.

Reference is made to the Transaction under the Exchange Agreement, as described
in Item 2.01, which is incorporated herein by reference. From and after the
closing of the transactions under the Exchange Agreement, our primary operations
consist of the business and operations of Mid Americas. Accordingly, we are
disclosing information about Mid Americas' business, financial condition, and
management in this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(a) Revised Financial Statements of Businesses Acquired. In accordance with Item
9.01(a), the audited financial statements of Mid Americas, for the fiscal year
ended June 30, 2012 and the six month period ended December 31, 2012 are
attached to this Current Report on Form 8-K as Exhibit 99.1.

(b) Revised Pro Forma Financial Information. Pro forma financial information
showing the effects of the acquisition of Mid Americas are filed with this
Current Report on Form 8-K as Exhibit 99.2 .

(c) Shell Company Transactions. Reference is made to Items 9.01(a) and 9.01(b)
above and the exhibits referred to therein, which are incorporated herein by
reference.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K.